Offer letter



 Exhibit 10.1 
 June 18, 2008 
 Bill Roeschlein 
 Re:
Employment Terms 
 Dear Bill: 
 Power Integrations, Inc.
(the “Company”) is pleased to offer you the position of Chief Financial Officer on the following terms. This offer is subject to approval of the Company’s Board of Directors (the “Board”) and its Compensation Committee.

 You will be responsible for the duties assigned to your position and will report directly to me. You will work at our facility located at San Jose,
California. Of course, the Company may change your position, duties, and work location from time to time in its discretion. 
 Your salary will be $250,000
per year, less payroll deductions and all required withholdings, paid bi-weekly. You will not be eligible for a salary increase during the 2009 Focal Review timeframe. You will be eligible to participate in our Executive Staff Bonus program pursuant
to the terms of that program. Your potential target bonus for 2008 will be $80,000.00 and will be prorated from your start date. The Company will have the sole discretion to determine whether you have earned any bonus under this program and to
determine the amount of any such bonus. If you leave the Company for any reason prior to end of the bonus year, no pro rata bonus will be earned. 
 In
addition, after one year of employment, you will be eligible to participate in the Executive Officers Benefits program pursuant to the terms of that program. You will be eligible for the following standard Company benefits: medical insurance,
vacation, sick leave and holidays. Details about these benefits are provided in the Employee Handbook and Summary Plan Descriptions, available for your review. The Company may change compensation and benefits from time to time in its discretion.

 Subject to approval by the Board or its Compensation Committee, and pursuant to the Company’s Equity Incentive Plan (the “Plan”), the
Company shall grant you an option to purchase up to 100,000 shares of the Company’s common stock at the fair market value as determined by the Board as of the date of grant (the “Option”). The Option will be subject to the terms and
conditions of the Plan and your grant agreement. Your grant agreement will include a four-year vesting schedule. You will be considered an “Insider” for purposes of trading company stock and are required to comply with the Power
Integrations’ Insider Trading policy. 
 As a Company employee, you will be expected to abide by Company policies and procedures, and acknowledge in
writing that you have read and will comply with the Company’s Employee Handbook. As a condition of employment, you must read, sign and comply with the attached Employee Proprietary Information and Inventions Agreement which prohibits
unauthorized use or disclosure of Company proprietary information, and you must read, sign and comply with the Company’s Code of Conduct. 







 Your employment relationship is at will. You may terminate your employment with the Company at any time and for any
reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and
by an officer of the Company. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. This offer also is subject to completion of a satisfactory background check by the Company and its auditors
Deloitte & Touche, LLC. 
 This letter, together with your Employee Proprietary Information and Assignment Agreement, forms the complete and
exclusive statement of your employment agreement with the Company. The terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. This letter agreement cannot be changed except in a written
agreement signed by you and a duly authorized officer of the Company. 
 Please sign and date this letter and the enclosed Employee Proprietary Information
and Inventions Agreement, and return them to me by 10:00 AM on June 19, 2008 if you wish to accept employment at the Company under the terms described above. If you accept our offer, we will then determine your start date. 
 We look forward to your favorable reply and to a productive and enjoyable work relationship. 
 Sincerely, 
  

	
	
	/s/ Balu Balakrishnan
	 Balu Balakrishnan
 President and
CEO


  

					
	Accepted:	 		 	
			
	/s/ Bill Roeschlein	 		 	6/18/08
	Bill Roeschlein	 		 	Date

 Attachment: Proprietary Information and Inventions Agreement 
 Start Date: 6/30/08 /s/ B 







 EMPLOYEE AGREEMENT REGARDING 
 CONFIDENTIALITY AND INVENTIONS 
 This Agreement is intended to formalize in writing
certain understandings and procedures of Power Integrations, Inc. (the “Company”). I recognize that the Company is engaged in a continuous program of research, development, and production respecting its business, present and future.

 In return for my new or continued employment by the Company, I acknowledge and agree that: 
  

	 	1.	Previous Work 

 All previous work, if any,
done by me for the Company relating in any way to the conception, design, development or support of products for the Company is the property of the Company. 
  

	 	2.	Confidentiality 

 I will maintain in
confidence and will not disclose or use, either during or after the term of my employment without the prior express written consent of the Company, any proprietary or confidential information or know-how belonging to the Company (“Proprietary
Information”), whether or not it is in written or permanent form, except to the extent required to perform duties on behalf of the Company in my capacity as an employee. Proprietary information refers to any information, not generally known in
the relevant trade or industry, which was obtain from the Company, or which was learned, discovered, developed, conceived, originated or prepared by me in the scope of my employment. Such Proprietary Information includes, but is not limited to,
software, technical and business information relating to the Company’s inventions or products, research and development, production processes, manufacturing and engineering processes, machines and equipment, finances, customers, marketing and
production and future business plans and any other information which is identified as confidential by the Company. Upon termination of my employment or at the request of my supervisor before termination, I will deliver to the Company all written and
tangible material in my possession incorporating the Proprietary Information or otherwise relating to the Company’s business. These obligations with respect to Proprietary Information extend to information belonging to customers and suppliers
of the Company who may have disclosed such information to me as the result of my status as employee of the Company. 
  

	 	3.	Inventions 

  

	 	(a)	Disclosure and Assignment of Inventions 

 I
will promptly disclose and describe to the Company, and I hereby assign and agree to assign to the Company or its designee, my entire right, title, and interest in and to, all Inventions which I may solely or jointly conceive, develop or reduce to
practice during the period of my employment with the Company (i) which relate at the time of conception or reduction to practice of the Invention to the Company’s business or actual or demonstrably anticipated research development, or
(ii) which were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or trade secret information, or (iii) which resulted from any work I performed for the Company.









 
However, I do not assign or agree to assign any Inventions relating in any way to the Company’s business or demonstrably anticipated research and
development which were made by me prior to my employment with the Company, which Inventions, if any, are identified on Exhibit A to this Agreement A (which attachment contains no confidential information). I have no rights in any Inventions
other than the Inventions specified in Exhibit A. 
  

	 	(b)	Definition of Inventions 

 As used in this
Agreement, the term “Inventions” means any new or useful art, discovery, contribution, finding or improvement, whether or not patentable, and all related know-how, including but not limited to all designs, trademarks, discoveries,
formulae, processes, manufacturing techniques, trade secrets, inventions, improvements, ideas or copyrightable or patentable works, including all rights to obtain, register, perfect and enforce these proprietary interests. 
  

	 	(c)	One Year Presumption 

 I recognize that
Inventions relating to my activities while working for the Company and conceived or made by me, alone or with others, within one year after termination of my employment may have been conceived in significant part while employed by the Company.
Accordingly, I agree that such Inventions shall be presumed to have been conceived during my employment with the company and are to be assigned to the Company unless and until I have established the contrary. 
  

	 	(d)	Nonassignable Inventions 

 This Agreement
does not apply to an invention which qualifies fully as a nonassignable invention under the provisions of Section 2870 of California Labor Code. However, I agree to disclose promptly in writing to the Company all Inventions made or conceived by
me during the term of my employment and for one (1) year thereafter, whether or not I believe such Inventions are subject to this Agreement, to permit a determination by the Company as to whether or not the Inventions should be the property of
the Company. Any such information will be received in confidence by the Company. 
  

	 	(e)	Shop Rights 

 I agree that the Company will
be entitled to shop rights providing the Company a nonexclusive, royalty- free, and irrevocable (although nontransferable and nonassignable) license to make, use, and sell any invention or other protectable development (whether patentable or not)
conceived or made by me which is not within the scope of Section 3 (a) but which was conceived or made on the time of the Company or with the use of the facilities or materials of the Company or with the use of proprietary information of
the Company. 
  

	 	4.	Company Materials 

 Upon termination of my
employment with the Company or at any other time upon the Company’s request, I will promptly deliver to the Company, without retaining any copies, all documents and other materials furnished to me by the Company or prepared by me for the
Company. 








	 	5.	Competitive Employment 

 During the term of
my employment with the Company, I will not engage in any employment, consulting, or other activity in any business competitive with the Company without the Company’s written consent. 
  

	 	6.	Non-solicitation 

 During the term of my
employment with the Company and for a period of two (2) years thereafter, I will not solicit or encourage or cause others to solicit or encourage, any employees of the Company to terminate their employment with the Company. 
  

	 	7.	Acts to Secure Proprietary Rights 

  

	 	(a)	Further Acts 

 I agree to perform, during
and after my employment, all acts deemed necessary or desirable by the Company to permit and assist it, at its expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Inventions and shop rights
hereby assigned to the Company as set forth in Paragraphs 1 and 3 above. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or
other legal proceedings. 
  

	 	(b)	Appointments of Attorney-In-Fact 

 In the
event that the Company is unable for any reason whatsoever to secure my signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Inventions (including
improvements, renewals, extensions, continuations, divisions or continuations in part thereof), I hereby irrevocably appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact to execute and file any such
application and to do all other lawfully permitted acts to further the prosecutions and issuance of patents, copyrights or other rights thereon with the same legal force and effect as if executed by me. 
  

	 	8.	No Conflicting Obligations 

 My performance
of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior to my employment with the Company. I will not disclose to the
company, or induce the Company to use, any confidential or proprietary information or material belonging to any previous employer or other person or entity. I am not a party to any other agreement which will interfere with my full compliance with
this Agreement. I will not enter into any agreement, whether written or oral, in conflict with the provisions of this Agreement. 
  

	 	9.	Survival 

 This Agreement (a) shall
survive the termination of my employment by the Company, (b) does not in any way restrict my right or the right of the Company to terminate my employment at any time, for any reason or for no reason, (c) is assignable by the Company, and
(d) is binding upon my heirs and legal representatives. 








	 	10.	Specific Performance 

 A breach of any of the
promises or agreements contained herein will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific
performance, and such other relief as may be proper (including monetary damages if appropriate). 
  

	 	11.	Waiver 

 The waiver by Company of a breach of
any provision of this Agreement by me will not operate or be construed as a waiver of any other or subsequent breach by me. 
  

	 	12.	Unenforceable Provisions 

 If any term,
provision, covenant or condition of this Agreement shall for any reason be held invalid, void or unenforceable by a court of competent jurisdiction, the remaining provisions will nevertheless continue in full force and effect and will in no way be
affected, impaired or invalidated. 
  

	 	13.	Governing Law 

 This Agreement will be
construed in accordance with and governed by, the laws of the State of California as applied to transactions taking place wholly within California between California residents. 
  

	 	14.	Entire Agreement 

 This Agreement represents
my entire understanding with the Company with respect to the subject matter of this Agreement and supersedes all previous understandings, written or oral. This Agreement may be amended or modified only with the written consent of both me and the
Company. No oral waive, amendment or modification will be effective under any circumstances whatsoever. 
  

									
		 		 		 	EMPLOYEE:
				
	Date:	 	6/18/08	 		 	/s/ Bill Roeschlein
		 		 		 	Signature
		 		 		 	
		 		 		 	Bill Roeschlein
		 		 		 	Name of Employee (Print)

  

									
		 		 		 	COMPANY:
				
	Date:	 	6/18/08	 		 	POWER INTEGRATIONS, INC.
					
		 		 		 	By:	 	/s/ Gitte Coleman
		 		 		 	Title:	 	Employment Manager








 LIMITED EXCLUSION NOTIFICATION 
 THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the above Agreement between you and the Company does not require you to assign to the Company, any invention for which no
equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on your own time, and (a) which does not relate (1) to the business of the Company or (2) to the Company’s actual
or demonstrably anticipated research or development, or (b) which does not result from any work performed by you for the Company. This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the
United States or any of its agencies requiring full title to such patent or invention to be in the United States. 
 I ACKNOWLEDGE RECEIPT OF
A COPY OF THIS NOTIFICATION 
  

			
	
	/s/ Bill Roeschlein
	Signature
	
	Bill Roeschlein
	Name of Employee (Print)
		
	Dated:	 	6/18/08


 Witnessed by: 
 Power Integrations, Inc. 
  

			
	
	 /s/ Gitte Coleman

	Representative
		
	Dated:	 	6/18/08

 EXHIBIT A 
 PRIOR INVENTIONS